**SECURITIES AND EXCHANGECOMMISSION**

**WASHINGTON,D.C. 20549**

 

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**FORM 10-K/A**

 

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**AMENDMENT TO APPLICATION OR REPORTFILED PURSUANT TO SECTION 12, 13, OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**BIO-REFERENCE LABORATORIES, INC.**

[Exact name of registrant asspecified in its charter]

 

**AMENDMENTNO. 1**

 

The undersigned registrant hereby amends thefollowing item of its Annual Report on Form 10-K for the fiscal year ended October 31,2004 as set forth in the pages attached hereto:

 

Item 15. Exhibits and Financial StatementSchedules

(b) Exhibits

Adding Exhibit 23.1

 

Pursuant to the requirements of theSecurities Exchange Act of 1934, the Registrant has duly caused this amendmentto be signed on its behalf by the undersigned thereunto duly authorized.

 
| ** **               |   | **BIO-REFERENCE LABORATORIES, INC.**       |   |
|--------------------------|--------|--------------------------------------------|--------|
|                     |   | [Registrant]                               |   |
| Date: March 3, 2005 |   |                                       |
|                     |   |                                       |
|                     | By     |   /S/ Sam Singer                 |   |
|                     |   | Sam Singer                                 |
|                     |   | Vice President                             |
|                     |   | Principal Financial and Accounting Officer |
|                          |        |                                            |        |  |  |

 

 

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**PARTIV**

 

Item 15. - Exhibits, Financial Statement Schedules and Reports onForm 8-K

 
| (a)1.  | Financial Statements                                                                                    |   |   |
|--------|---------------------------------------------------------------------------------------------------------|--------|--------|
|   |                                                                                                    |   |   |
|   | The following financial statements of the  Company are included in Part II, Item 7                      |   |   |
|   |                                                                                                    |   |   |
|   | Report of Independent Registered Public  Accounting Firm                                                |   |   |
|   |                                                                                                    |   |   |
|   | Consolidated Balance Sheets - October 31,  2004 and 2003                                           |   |   |
|   |                                                                                                    |   |   |
|   | Consolidated Statements of Operations-Years  ended October 31, 2004, 2003 and 2002                 |   |   |
|   |                                                                                                    |   |   |
|   | Consolidated Statements of Shareholders’  Equity Years ended October 31, 2004, 2003, and 2002 |   |   |
|   |                                                                                                    |   |   |
|   | Consolidated Statements of Cash Flows  -Years ended October 31, 2004, 2003 and 2002                |   |   |
|   |                                                                                                    |   |   |
|   | Notes to Consolidated Financial Statements-                                                             |   |   |
|   |                                                                                                    |   |   |
| 2.     | Financial Statements Schedule                                                                           |   |   |
|   |                                                                                                    |   |   |
|   | Schedule II -                                                                                      |   |   |
|   |                                                                                                    |   |   |
|   | Years ended October 31, 2004, 2003 and  2002                                                       |   |   |
|   |                                                                                                    |   |   |
| 3.     | Exhibits                                                                                                |   |   |

 
| **Exhibit No.** | ** ** | **Item**                                                                                                                                      | ** ** | **Incorporated by   Reference to** |
|-----------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------|
| 3.1*            |       | Amended and Restated Certificate of  Incorporation dated November 15, 1989                                                               |       | (A)                                |
|            |       |                                                                                                                                          |       |                               |
| 3.1.1*          |       | Amendment to Certificate of Incorporation  dated October 4, 1991 (authorizing one-for-10 reverse stock split)                            |       | (B)                                |
|            |       |                                                                                                                                          |       |                               |
| 3.1.2*          |       | Amendment to Certificate of Incorporation  dated August 23, 1993 (authorizing one-for-three reverse  stock split)                        |       | (C)                                |
|            |       |                                                                                                                                          |       |                               |
| 3.1.3*          |       | Amendment to Certificate of Incorporation  dated March 23, 1998  (creating  Series A Senior Preferred Stock)                        |       | (F)                                |
|            |       |                                                                                                                                          |       |                               |
| 3.1.4*          |       | Amendment to Certificate of Incorporation  dated March 31, 1998 (creating Series A Junior Participating Preferred  Stock)                |       | (F)                                |
|            |       |                                                                                                                                          |       |                               |
| 3.1.5*          |       | Amendment to Certificate of Incorporation  dated September 22, 2003 (increasing authorized shares of Common Stock  to 35,000,000 shares) |       | (J)                                |
|            |       |                                                                                                                                          |       |                               |
| 3.2*            |       | By-laws                                                                                                                                       |       | (D)                                |
|            |       |                                                                                                                                          |       |                               |
| 4.1*            |       | Form of Common Stock Certificate, $.01 par  value                                                                                             |       | (C)                                |
|            |       |                                                                                                                                          |       |                               |
| 10.1*           |       | Lease Agreement for Elmwood Park, New  Jersey Premises, expiring in February, 2004                                                            |       | (F)                                |

 

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| 10.1.1*  |   | Fifth Amendment dated as of July 16,  2004 to Lease for Elmwood Park, New Jersey Premises                                                                                           |   | (L)    |
|----------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|     |   |                                                                                                                                                                                     |   |   |
| 10.1.2*  |   | Sixth Amendment dated as of October 27,  2004 to Lease for Elmwood Park, New Jersey Premises                                                                                        |   | (L)    |
|     |   |                                                                                                                                                                                     |   |   |
| 10.2*    |   | Employment Agreement between the Company  and Marc Grodman expiring in October 2011                                                                                                 |   | (K)    |
|     |   |                                                                                                                                                                                     |   |   |
| 10.3*    |   | Employment Agreement between the Company  and Howard Dubinett as in effect at October 31, 2001                                                                                      |   | (F)    |
|     |   |                                                                                                                                                                                     |   |   |
| 10.3.1*  |   | Extension to Employment Agreement between  the Company and Howard Dubinett effective November 1, 2002                                                                               |   | (I)    |
|     |   |                                                                                                                                                                                     |   |   |
| 10.3.2*  |   | Extension to Employment Agreement between  the Company and Howard Dubinett effective November 1, 2004.                                                                              |   | (L)    |
|     |   |                                                                                                                                                                                     |   |   |
| 10.4*    |   | Employment Agreement between the Company  and Sam Singer as in effect at October 31, 2001                                                                                           |   | (F)    |
|     |   |                                                                                                                                                                                     |   |   |
| 10.4.1*  |   | Extension to Employment Agreement between  the Company and Sam Singer effective November 1, 2002                                                                                    |   | (I)    |
|     |   |                                                                                                                                                                                     |   |   |
| 10.4.2*  |   | Extension to Employment Agreement between  the Company and Sam Singer effective November 1, 2004                                                                                    |   | (L)    |
|     |   |                                                                                                                                                                                     |   |   |
| 10.5*    |   | The Company’s 1989 Stock Option Plan                                                                                                                                                |   | (B)    |
|     |   |                                                                                                                                                                                     |   |   |
| 10.5.1*  |   | The Company’s 2000 Employee Incentive Stock  Option Plan.                                                                                                                           |   | (G)    |
|     |   |                                                                                                                                                                                     |   |   |
| 10.5.2*  |   | The Company’s 2003 Employee Incentive Stock  Option Plan.                                                                                                                           |   | (J)    |
|     |   |                                                                                                                                                                                     |   |   |
| 10.7*    |   | Rights Agreement dated as of March 31,  1998 including Exhibits thereto between the Company and American Stock  Transfer & Trust Company as Rights Agent                        |   | (E)    |
|     |   |                                                                                                                                                                                     |   |   |
| 10.11*   |   | Stock Purchase Agreement dated May 14,  2001, between the Company on the one hand and CastleTop Investments, L.P. (an  affiliate of Morton L. Topfer) and Morton L. Topfer on the other  |   | (H)    |
|     |   |                                                                                                                                                                                     |   |   |
| 10.12*   |   | Strategic Marketing Alliance Agreement  dated as of December 31, 2001 between the Company and CareEvolve.com,  Inc. on the one hand and Roche Diagnostics Corporation on the other. |   | (H)    |
|     |   |                                                                                                                                                                                     |   |   |
| 10.12.1* |   | Addendum dated as of December 27, 2004  between the Company and CareEvolve.com, Inc. on the  one hand and Roche Diagnostics Corporation on the other.                               |   | (L)    |
|     |   |                                                                                                                                                                                     |   |   |
| 10.13*   |   | Amended and Restated Loan and Security  Agreement as of September 30, 2004 between the Company and PNC Bank,  National Association.                                                 |   | (L)    |
|     |   |                                                                                                                                                                                     |   |   |
| 21*      |   | Subsidiaries of the Company                                                                                                                                                              |   |   |

 

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The following are the Company’stwo wholly-owned subsidiaries:

 
| ** **           | ** ** | **State of Incorporati** | ** ** | **Name under which  Conducts or  Conducted Business** |
|----------------------|------------|--------------------------|------------|-------------------------------------------------------|
|                 |       |                     |       |                                                  |
| Medilabs, Inc.       |       | New York                 |       | Medilabs                                              |
| CareEvolve.com, Inc. |       | NewJersey                |       | CareEvolve                                            |

 
| 23.1   |   | Consent of Independent Registered Public  Accounting Firm.                        |   |   |
|--------|--------|-----------------------------------------------------------------------------------|--------|--------|
|   |   |                                                                              |   |   |
| 31.1*  |   | Certification of Chief Executive Officer                                          |   |   |
|   |   |                                                                              |   |   |
| 31.2*  |   | Certification of Chief Financial Officer                                          |   |   |
|   |   |                                                                              |   |   |
| 32.1*  |   | Certification pursuant to 18 U.S.C. Section 1350  of Chief Executive Officer |   |   |
|   |   |                                                                              |   |   |
| 32.2*  |   | Certification pursuant to 18 U.S.C. section 1350  of Chief Financial Officer |   |   |

 

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The exhibits designated above with anasterisk (*) have previously been filed with the Commission and, pursuant to 17C.F.R. Secs. 201.24 and 240.12b-32, are incorporated by reference to thedocuments as indicated below.

 

(A)                              Incorporatedby reference to exhibit filed with the Company’s Registration Statement on FormS-1 (File No. 33-31360).

(B)                                Incorporatedby reference to exhibit filed with the Company’s annual report on Form 10KSBfor the year ended October 31, 1992.

(C)                                Incorporatedby reference to exhibit filed with the Company’s Registration Statement on FormSB-2 (File No. 33-68678).

(D)                               Incorporatedby reference to exhibit filed with the Company’s Registration Statement on FormS-18 (File No. 33-5048-NY).

(E)                                 Incorporatedby reference to exhibit filed with the Company’s report on Form 8-A dated March 31,1998.

(F)                                 Incorporatedby reference to exhibit filed with the Company’s annual report on Form 10-K forthe year ended October 31, 1999.

(G)                                Incorporatedby reference to exhibit filed with the Company’s annual report on Form 10-K forthe year ended October 31, 2000.

(H)                               Incorporatedby reference to exhibit filed with the Company’s annual report on Form 10-K forthe year ended October 31, 2001.

(I)                                    Incorporatedby reference to exhibit filed with the Company’s annual report on Form 10-K forthe year ended October 31, 2002

(J)                                   Incorporatedby reference to exhibit filed with the Company’s Registration Statement on FormS-8 (File No.  333-111578).

(K)                               Incorporatedby reference to exhibit filed with the Company’s current report on Form 8-K(for December 6, 2004).

(L)                                 Incorporatedby reference to exhibit filed with the Company’s annual report on Form 10-K forthe year ended October 31, 2004.

 

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(b)                                 **Reports on Form 8-K**

 

On October 12, 2004, we filed a currentreport on Form 8-K reporting our execution on October 5, 2004 (as of September 30,2004) of an Amended and Restated Loan and Security Agreement with PNC Bank,National Association.

 

On December 10, 2004, we filed a current report on Form 8-K,reporting our execution of a seven year Employment Agreement commencingNovember1, 2004 with our President and Chief Executive Officer, Marc Grodman.

 

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